OCI Board of Directors Decides to File Demerger

CAIRO, EGYPT--(Marketwire - Dec 21, 2011) -

Cairo, Egypt / 21 December, 2011 8:30 AM
OCI Board of Directors Decides to File with the Egyptian and UK
Authorities to Proceed with a Demerger of its Construction Business
from its Fertilizer Business
Orascom Construction Industries (OCI) announced today that its Board of
Directors has decided to file with the relevant authorities to start
the process to effect a demerger of the company's construction business
from its fertilizer business. OCI will file an application with the
Egyptian Financial Supervisory Authority (EFSA) in order to commence
formally the demerger procedures. The contemplated demerger will result
in OCI as the continuing company holding the fertilizer business and
the demerged company holding the construction business. Upon the
demerger becoming effective, OCI will continue to be listed on the
Egyptian Stock Exchange (EGX) and expects that its Global Depository
Receipts (GDRs) will continue to be listed and traded on the London
Stock Exchange (LSE). The demerged company holding the construction
business will also be listed on the EGX and procedures will be
initiated with the UK Listing Authority (UKLA) to list GDRs of the
demerged company holding the construction business on the LSE. OCI will
call for an extraordinary meeting of shareholders to authorize the
demerger when so permitted by EFSA. The demerger is expected to be
completed during the first quarter of 2012.
The effect of the demerger for existing shareholders, GDR holders and
American Depository Receipt (ADR) holders of OCI would be that each
would receive free of charge one share (or GDR or ADR) in the demerged
company holding the construction business for every share (or GDR or
ADR) held in OCI immediately prior to the demerger. In this way, the
shareholder base of both companies immediately following the demerger
would be identical to the shareholder base of OCI immediately before
the demerger.
OCI Chairman and Chief Executive Officer Nassef Sawiris commented "the
demerger of our construction business from our fertilizer business will
enhance the long term value creation capabilities of both businesses.
Each of the businesses will have a greater strategic clarity enabling
their respective management teams to make decisions and allocate
capital to enhance their growth. The compensation and reward systems
for management and employees will be clearly aligned to the performance
of their respective businesses. Our focus is to deliver superior
shareholder value and this is the key driver behind our decision."
Upon the successful completion of the contemplated demerger, each of
the resulting companies will have an independent and separate board of
directors compliant with prevailing corporate governance requirements.
Mr. Sawiris is expected to serve as Chairman and Chief Executive
Officer of OCI as the continuing company holding the fertilizer
business and as Chairman of the demerged holding company for the
construction business.
Citi, Zulficar & Partners, Allen & Overy LLP and KPMG have been
retained to advise OCI in relation to this transaction.
This announcement does not constitute an offer of any securities for
sale in the United States or in any other jurisdiction where such offer
or solicitation is unlawful. The issuance of any securities referred in
this announcement may not be registered under the U.S. Securities Act
of 1933, as amended (the "Securities Act"), or with any securities
regulatory authority of any state of the United States or other
jurisdiction, and the securities may not be offered, sold, pledged or
otherwise transferred unless they are registered under the Securities
Act or an exemption from the registration requirements of the
Securities Act and applicable state securities laws is available.
About Orascom Construction Industries
OCI is one of Egypt's largest corporations employing more than 84,000
people in 35 countries around the globe. The OCI Fertilizer Group owns
and operates nitrogen fertilizer plants in Egypt, the Netherlands, the
United States, and Algeria and has an international distribution
platform spanning from the Americas to Asia. The OCI Fertilizer Group
ranks among the world's top fertilizer producers with a production
capacity which will exceed 7.0 million metric tonnes in 2012. The OCI
Construction Group provides international engineering and construction
services primarily on infrastructure, industrial and high-end
commercial projects in Europe, the Middle East and North Africa for
public and private clients. The OCI Construction Group ranks among the
world's top global contractors.
For additional information contact:
OCI Investor Relations Department:
Omar Darwazah
Email: omar.darwazah@orascomci.com
Erika Wakid
Email: erika.wakid@orascomci.com
Hassan Badrawi
Director
Tel: +202 2461 1036/0727/0917
Fax: +202 2461 9409
For additional information on OCI:
www.orascomci.com
OCI stock symbols: OCIC.CA / OCIC EY / OCICqL / ORSD / ORSCY
Orascom Construction Industries (OCI)
Nile City Towers - South Tower
2005A Corniche El Nil
Cairo, Egypt
This information is provided by RNS
The company news service from the London Stock Exchange
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